GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries, which are 100% owned by the Company. The following tables present condensed consolidating financial information at September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis. Balance sheet at September 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 521,042 $ — $ 668,742 $ — $ 1,189,784 Marketable securities 177,862 — — — 177,862 Accounts receivable, net — 89,703 109,625 — 199,328 Other current assets 82,397 44,116 106,043 — 232,556 Intercompany receivables — 683,232 1,048,330 (1,731,562 ) — Property and equipment, net 4,733 191,689 120,855 — 317,277 Goodwill — 529,403 1,413,153 — 1,942,556 Intangible assets, net — 100,634 281,662 — 382,296 Investment in subsidiaries 3,547,903 574,711 — (4,122,614 ) — Other non-current assets 51,325 103,727 185,497 (111,048 ) 229,501 Total assets $ 4,385,262 $ 2,317,215 $ 3,933,907 $ (5,965,224 ) $ 4,671,160 Accounts payable, trade $ 2,737 $ 38,397 $ 31,134 $ — $ 72,268 Other current liabilities 34,583 114,630 481,108 — 630,321 Long-term debt, net of current portion 425,739 — 1,215,546 — 1,641,285 Income taxes payable 109 3,381 32,310 — 35,800 Intercompany liabilities 1,731,562 — — (1,731,562 ) — Other long-term liabilities 326,666 19,138 55,371 (111,048 ) 290,127 Redeemable noncontrolling interests — — 31,160 — 31,160 IAC shareholders' equity 1,863,866 2,141,669 1,980,945 (4,122,614 ) 1,863,866 Noncontrolling interests — — 106,333 — 106,333 Total liabilities and shareholders' equity $ 4,385,262 $ 2,317,215 $ 3,933,907 $ (5,965,224 ) $ 4,671,160 Balance sheet at December 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 1,073,053 $ — $ 408,394 $ — $ 1,481,447 Marketable securities 27,578 — 11,622 — 39,200 Accounts receivable, net 33 115,280 134,764 — 250,077 Other current assets 30,813 46,128 97,345 — 174,286 Intercompany receivables — 637,324 963,146 (1,600,470 ) — Property and equipment, net 4,432 198,890 99,495 — 302,817 Goodwill — 776,569 1,468,795 — 2,245,364 Intangible assets, net — 135,817 305,011 — 440,828 Investment in subsidiaries 3,128,765 466,601 — (3,595,366 ) — Other non-current assets 84,368 11,258 174,038 (14,992 ) 254,672 Total assets $ 4,349,042 $ 2,387,867 $ 3,662,610 $ (5,210,828 ) $ 5,188,691 Current portion of long-term debt $ — $ — $ 40,000 $ — $ 40,000 Accounts payable, trade 4,711 42,104 40,068 — 86,883 Other current liabilities 62,833 140,077 438,753 — 641,663 Long-term debt, net of current portion 550,083 — 1,176,871 — 1,726,954 Income taxes payable 152 3,435 30,105 — 33,692 Intercompany liabilities 1,600,470 — — (1,600,470 ) — Other long-term liabilities 326,267 18,160 83,848 (14,992 ) 413,283 Redeemable noncontrolling interests — — 30,391 — 30,391 IAC shareholders' equity 1,804,526 2,184,091 1,411,275 (3,595,366 ) 1,804,526 Noncontrolling interests — — 411,299 — 411,299 Total liabilities and shareholders' equity $ 4,349,042 $ 2,387,867 $ 3,662,610 $ (5,210,828 ) $ 5,188,691 Statement of operations for the three months ended September 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 320,860 $ 446,691 $ (3,449 ) $ 764,102 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 219 64,470 113,420 1,022 179,131 Selling and marketing expense 546 160,370 136,053 (4,576 ) 292,393 General and administrative expense 22,375 40,436 65,913 105 128,829 Product development expense 1,009 19,661 25,277 — 45,947 Depreciation 422 7,693 9,836 — 17,951 Amortization of intangibles — 6,100 8,167 — 14,267 Total operating costs and expenses 24,571 298,730 358,666 (3,449 ) 678,518 Operating (loss) income (24,571 ) 22,130 88,025 — 85,584 Equity in earnings (losses) of unconsolidated affiliates 71,553 (22,569 ) — (48,984 ) — Interest expense (6,362 ) — (20,756 ) — (27,118 ) Other (expense) income, net (6,334 ) 4,948 13,086 — 11,700 Earnings from continuing operations before income taxes 34,286 4,509 80,355 (48,984 ) 70,166 Income tax benefit (provision) 8,876 (10,104 ) (16,598 ) — (17,826 ) Earnings (loss) from continuing operations 43,162 (5,595 ) 63,757 (48,984 ) 52,340 Earnings from discontinued operations, net of tax — — — — — Net earnings (loss) 43,162 (5,595 ) 63,757 (48,984 ) 52,340 Net earnings attributable to noncontrolling interests — — (9,178 ) — (9,178 ) Net earnings (loss) attributable to IAC shareholders $ 43,162 $ (5,595 ) $ 54,579 $ (48,984 ) $ 43,162 Comprehensive income (loss) attributable to IAC shareholders $ 37,885 $ (5,551 ) $ 49,708 $ (44,157 ) $ 37,885 Statement of operations for the three months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 410,048 $ 430,921 $ (2,408 ) $ 838,561 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 307 77,080 122,256 (266 ) 199,377 Selling and marketing expense 1,250 218,693 125,318 (2,151 ) 343,110 General and administrative expense 37,186 42,830 54,097 9 134,122 Product development expense 2,408 20,682 23,769 — 46,859 Depreciation 613 6,973 8,039 — 15,625 Amortization of intangibles — 4,202 8,136 — 12,338 Total operating costs and expenses 41,764 370,460 341,615 (2,408 ) 751,431 Operating (loss) income (41,764 ) 39,588 89,306 — 87,130 Equity in earnings of unconsolidated affiliates 90,703 26,515 — (117,218 ) — Interest expense (12,995 ) (2,929 ) (68 ) — (15,992 ) Other income, net 24,590 1,049 8,759 — 34,398 Earnings from continuing operations before income taxes 60,534 64,223 97,997 (117,218 ) 105,536 Income tax benefit (provision) 5,060 (13,779 ) (31,791 ) — (40,510 ) Earnings from continuing operations 65,594 50,444 66,206 (117,218 ) 65,026 Earnings (loss) from discontinued operations, net of tax 17 — (1 ) 1 17 Net earnings 65,611 50,444 66,205 (117,217 ) 65,043 Net loss attributable to noncontrolling interests — — 568 — 568 Net earnings attributable to IAC shareholders $ 65,611 $ 50,444 $ 66,773 $ (117,217 ) $ 65,611 Comprehensive income attributable to IAC shareholders $ 51,418 $ 51,180 $ 56,972 $ (108,152 ) $ 51,418 Statement of operations for the nine months ended September 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,028,339 $ 1,310,593 $ (10,212 ) $ 2,328,720 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 811 206,661 336,011 (221 ) 543,262 Selling and marketing expense 2,306 531,976 446,089 (10,112 ) 970,259 General and administrative expense 66,208 124,150 226,727 121 417,206 Product development expense 4,127 64,177 83,384 — 151,688 Depreciation 1,274 21,881 28,166 — 51,321 Amortization of intangibles — 35,183 29,879 — 65,062 Goodwill impairment — 253,245 22,122 — 275,367 Total operating costs and expenses 74,726 1,237,273 1,172,378 (10,212 ) 2,474,165 Operating (loss) income (74,726 ) (208,934 ) 138,215 — (145,445 ) Equity in losses of unconsolidated affiliates (45,114 ) (33,530 ) — 78,644 — Interest expense (20,776 ) — (61,846 ) — (82,622 ) Other (expense) income, net (35,306 ) 10,926 44,785 — 20,405 (Loss) earnings from continuing operations before income taxes (175,922 ) (231,538 ) 121,154 78,644 (207,662 ) Income tax benefit (provision) 32,591 70,073 (25,270 ) — 77,394 (Loss) earnings from continuing operations (143,331 ) (161,465 ) 95,884 78,644 (130,268 ) Earnings from discontinued operations, net of tax — — — — — Net (loss) earnings (143,331 ) (161,465 ) 95,884 78,644 (130,268 ) Net earnings attributable to noncontrolling interests — — (13,063 ) — (13,063 ) Net (loss) earnings attributable to IAC shareholders $ (143,331 ) $ (161,465 ) $ 82,821 $ 78,644 $ (143,331 ) Comprehensive (loss) income attributable to IAC shareholders $ (135,043 ) $ (142,528 ) $ 87,367 $ 55,161 $ (135,043 ) Statement of operations for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,222,403 $ 1,167,429 $ (7,627 ) $ 2,382,205 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 846 243,867 320,070 (706 ) 564,077 Selling and marketing expense 3,315 636,849 397,082 (6,944 ) 1,030,302 General and administrative expense 95,192 116,913 166,137 23 378,265 Product development expense 6,915 62,254 69,377 — 138,546 Depreciation 1,440 20,353 24,900 — 46,693 Amortization of intangibles — 12,565 26,739 — 39,304 Total operating costs and expenses 107,708 1,092,801 1,004,305 (7,627 ) 2,197,187 Operating (loss) income (107,708 ) 129,602 163,124 — 185,018 Equity in earnings of unconsolidated affiliates 228,634 29,383 — (258,017 ) — Interest expense (38,977 ) (6,127 ) (166 ) — (45,270 ) Other income, net 7,731 26,682 5,335 — 39,748 Earnings from continuing operations before income taxes 89,680 179,540 168,293 (258,017 ) 179,496 Income tax benefit (provision) 61,652 (58,154 ) (38,220 ) — (34,722 ) Earnings from continuing operations 151,332 121,386 130,073 (258,017 ) 144,774 (Loss) earnings from discontinued operations, net of tax (11 ) — 2 (2 ) (11 ) Net earnings 151,321 121,386 130,075 (258,019 ) 144,763 Net loss attributable to noncontrolling interests — — 6,558 — 6,558 Net earnings attributable to IAC shareholders $ 151,321 $ 121,386 $ 136,633 $ (258,019 ) $ 151,321 Comprehensive income attributable to IAC shareholders $ 94,533 $ 117,637 $ 79,144 $ (196,781 ) $ 94,533 Statement of cash flows for the nine months ended September 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (77,595 ) $ 130,121 $ 109,056 $ 161,582 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — — (2,524 ) (2,524 ) Capital expenditures (343 ) (16,134 ) (46,262 ) (62,739 ) Investments in time deposits — — (87,500 ) (87,500 ) Proceeds from maturities of time deposits — — 87,500 87,500 Proceeds from maturities and sales of marketable debt securities 79,210 — — 79,210 Purchases of marketable debt securities (229,246 ) — — (229,246 ) Purchases of investments — — (7,211 ) (7,211 ) Net proceeds from the sale of businesses and investments 15,401 1,779 93,356 110,536 Other, net — 158 5,404 5,562 Net cash (used in) provided by investing activities attributable to continuing operations (134,978 ) (14,197 ) 42,763 (106,412 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (247,256 ) — — (247,256 ) Proceeds from Match Group 2016 Senior Notes offering — — 400,000 400,000 Principal payments on Match Group Term Loan — — (410,000 ) (410,000 ) Debt issuance costs — — (5,048 ) (5,048 ) Redemption and repurchase of Senior Notes (126,271 ) — — (126,271 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (7,148 ) — — (7,148 ) Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — — 467 467 Excess tax benefits from stock-based awards 17,202 — 25,929 43,131 Purchase of noncontrolling interests (1,400 ) — (1,129 ) (2,529 ) Acquisition-related contingent consideration payments — (351 ) (1,829 ) (2,180 ) Decrease in restricted cash related to bond redemptions 20,000 — — 20,000 Intercompany 5,435 (115,573 ) 110,138 — Other, net — — (766 ) (766 ) Net cash (used in) provided by financing activities attributable to continuing operations (339,438 ) (115,924 ) 117,762 (337,600 ) Total cash (used in) provided by continuing operations (552,011 ) — 269,581 (282,430 ) Effect of exchange rate changes on cash and cash equivalents — — (9,233 ) (9,233 ) Net (decrease) increase in cash and cash equivalents (552,011 ) — 260,348 (291,663 ) Cash and cash equivalents at beginning of period 1,073,053 — 408,394 1,481,447 Cash and cash equivalents at end of period $ 521,042 $ — $ 668,742 $ 1,189,784 Statement of cash flows for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (114,559 ) $ 151,626 $ 147,040 $ 184,107 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (2,574 ) (40,712 ) (43,286 ) Capital expenditures (1,051 ) (16,978 ) (26,529 ) (44,558 ) Proceeds from maturities and sales of marketable debt securities 192,928 — — 192,928 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Purchases of investments — — (25,073 ) (25,073 ) Net proceeds from the sale of businesses and investments 1,277 — 7,274 8,551 Other, net 3,613 48 (7,756 ) (4,095 ) Net cash provided by (used in) investing activities attributable to continuing operations 103,633 (19,504 ) (92,796 ) (8,667 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (200,000 ) — — (200,000 ) Principal payment on Liberty Bonds — (80,000 ) — (80,000 ) Dividends (84,947 ) — — (84,947 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (40,197 ) — — (40,197 ) Excess tax benefits from stock-based awards 17,862 — 31,285 49,147 Purchase of noncontrolling interests — — (29,899 ) (29,899 ) Acquisition-related contingent consideration payments — (202 ) (5,510 ) (5,712 ) Intercompany (86,407 ) (51,920 ) 138,327 — Other, net 166 — 346 512 Net cash (used in) provided by financing activities attributable to continuing operations (393,523 ) (132,122 ) 134,549 (391,096 ) Total cash (used in) provided by continuing operations (404,449 ) — 188,793 (215,656 ) Total cash (used in) provided by discontinued operations (192 ) — 2 (190 ) Effect of exchange rate changes on cash and cash equivalents — — (8,111 ) (8,111 ) Net (decrease) increase in cash and cash equivalents (404,641 ) — 180,684 (223,957 ) Cash and cash equivalents at beginning of period 762,231 — 228,174 990,405 Cash and cash equivalents at end of period $ 357,590 $ — $ 408,858 $ 766,448 |